SEC Form 4 · accession 0001490281-16-000198
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dane A Drobny
Officer — General Counsel and Secretary
Period of report
Oct 7, 2016
Accepted (ET)
Oct 11, 2016 · 6:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001490281
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Oct 7, 2016 | M | 53,593 | $0.00 | A | 389,529 | D | |
| Class A Common Stock | Oct 7, 2016 | F | 24,492 | $5.15 | D | 365,037 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | Oct 7, 2016 | M | 53,593 | D | Jul 7, 2015 | — | Class A Common Stock | 53,593 | 375,157 | D |
Explanation of responses
- F1Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.
- F2Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- F3Twenty-five percent (25%) of the restricted stock units reported on this line vested on July 7, 2015 and the remainder of the restricted stock units will vest quarterly in 12 equal installments, beginning on October 7, 2015, subject to Mr. Drobny's continued employment with the Company through each vesting date.